The officers and directors of Hudson River Bancorp Inc. have spent $3.7 million to buy themselves about 2 percent of the company.

In what The Wall Street Journal listed as the largest change in ownership by insiders at any public company in the past three months, the 12 individuals purchased 368,929 shares of Hudson River (NASDAQ: HRBT) for $10 a share. This gave them 2.06 percent of the 17.8 million shares currently outstanding.

The purchases represent the officers' and directors' initial position-taking in the company, which went public in June with the conversion of the former Hudson City Savings Institution from mutual to stock ownership. The $738 million-asset Hudson River is the holding company for the Columbia County thrift, which now is known as Hudson River Bank & Trust Co.

The 12 individuals acquired more shares than they originally had proposed, partially because the holding company sold more stock than it originally had planned. In the offering prospectus sent to potential stockholders in May, the group outlined plans to purchase 270,800 shares, which would have given it 1.8 percent of the 15 million shares the company had set as its "maximum" level. But demand for the shares was so high that the company went to its "supermaximum" level of more than 17 million shares.

"Initially, when you're doing your prospectus, you have to estimate how much stock you're going to buy, months before it comes to market," said Carl Florio, president and chief executive officer of Hudson River. "You're allowed a little leeway from that."

Florio, for example, had said in the prospectus that he planned to purchase 40,000 shares, for about $400,000. But when all was said and done, he acquired about 50,000 shares, including those allocated to his 401(k) retirement plan. This put his ownership interest at about 0.28 percent, which is similar to what he would have had if he had purchased 40,000 shares and 15 million had been sold.

Florio could not say exactly how many shares the other individuals ultimately elected to purchase. He added that while most of the shares likely were purchased at the time of the conversion--the average price of $10 a share matches the price at which the shares were offered in the initial public offering--there may have been some aftermarket purchases during one of the brief periods in which "insiders"--directors and officers--are permitted to buy stock.

Because the offering was so popular, only those in the first tier of a subscription offering--depositors who had been with Hudson City as of Sept. 30, 1996--received shares. The officers and directors all fell into that category.

Florio said they were given no priority in the allocation process, although their financial relationship with the bank may have helped them get the shares they wanted.

According to the prospectus, in the case of an oversubscription, how many shares each individual received would be based, in part, on the size of his or her account with the bank.

"Usually, management gets what they want," said Robert Clore, who specializes in bank stocks as vice president of investments for the Albany office of SG Cowen, a New York City-based stockbrokerage. "And that's not a bad thing. It is viewed as an incentive for management to care about what the stock is doing."

Hudson River stock debuted on the National Association of Securities Dealers Automated Quotation system July 1. It currently trades at about $12 a share.